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CM-2021-074 - 3/19/2021CITY OF ROUND ROCK AGREEMENT FOR PERSONAL SERVICES FOR INTERPRETIVE SIGNAGE FOR HERTIGAGE TRAIL WEST WITH MICKIE ROSS THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for personal services related interpretive signage for Heritage Trail West (the "Agreement') is made by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corporation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (hereinafter the "City"), and Mickie Ross located at 1264 South Church Street, Georgetown, Texas 78626 (hereinafter "Mickie Ross"). RECITALS: WHEREAS, the City's desires to have interpretive content for signage along Heritage Trail West from Chisholm Trail Road to Mays Street; and WHEREAS, the Local Government Code allows an exemption in Section 252.024(a)(4) to competitive bidding requirements for the procurement of personal services; and WHEREAS, City desires to contract for NVlickie Ross's personal services for the creation of interpretive signage along a portion of Heritage Trail West; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder. NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.0 EFFECTIVE DATE, DURATION, TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein or is terminated. elM ��o D- /-,� -7/� This Agreement shall expire upon successful completion of the work as set forth herein. City reserves the right to review the Agreement at any time, and may elect to terminate the Agreement with or without cause or may elect to continue. 2.0 SCOPE OF SERVICES Mickie Ross shall satisfactorily provide all services described herein and as set forth in Exhibit "A," attached hereto and incorporated herein by reference. Mickie Ross's undertaking shall be limited to performing services for City conceming those matters on which she has been specifically engaged. Mickie Ross shall perform services in accordance with this Agreement, in accordance with the appended Exhibit "A" and in accordance with due care and prevailing standards for comparable services. 3.0 LIMITATION TO SCOPE OF SERVICES Mickie Ross and City agree that the scope of services to be performed is described in Exhibit "A" and herein, and may not be changed without the express written agreement of the parties. 4.0 CONTRACT AMOUNT Lump Sum Payment Amount: The total amount to be paid for personal services rendered shall be Ten Thousand and No/100 Dollars ($10,000.00). 5.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Mickie Ross shall prepare and submit a detailed invoice(s) to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for personal services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Mickie Ross shall be made on the basis of the invoice(s) submitted by Mickie Ross and approved by the City. Should additional backup material be requested by the City, Mickie Ross shall comply promptly. Payment of Invoices: Following approval of an invoice, the City shall endeavor to pay Mickie Ross promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 8.01 herein. 6.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Mickie Ross will be made within thirty (30) days of the date the City K receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. Mickie Ross may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Mickie Ross about the service performed that cause the payment to be late; or (b) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (c) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 7.0 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Mickie Ross a written notice of termination at the end of its then - current fiscal year. 8.0 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Mickie Ross shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Mickie Ross shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the City shall not be responsible for actions by Mickie Ross nor for any costs incurred by Mickie Ross relating to additional work not directly authorized by Supplemental Agreement. 9.0 TERNUNATION; DEFAULT Termination: It is agreed and understood by Mickie Ross that either party may terminate this Agreement for the convenience of the party, upon thirty (30) days' written notice to the non -terminating party, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Mickie Ross shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Mickie Ross shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new chaplain for continuation of service on the project, Mickie Ross shall cooperate in providing information. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. Default: Either party may terminate this Agreement, in whole or in part, for default if the Party provides the other Party with written notice of such default and the other fails to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the Parties). If default results in termination of this Agreement, then the City shall give consideration to the actual costs incurred by Mickie Ross in performing the work to the date of default. The cost of the work that is useable to the City, the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the City of the work performed at the time of default. Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating Party and the terminated Party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 10.0 CITY'S RESPONSIBILITIES Full information: The City shall provide full information regarding project requirements. The City shall have the responsibility of providing Mickie Ross with such documentation and information as is reasonably required to enable Mickie Ross to provide the services called for. The City shall require its employees and any third parties who are otherwise assisting, advising or representing the City to cooperate on a timely basis with Mickie Ross in the provision of its services. Mickie Ross may rely upon written information provided by the City and its employees and agents as accurate and complete. Mickie Ross may rely upon any 4 written directives provided by the City or its designated representative concerning provision of services as accurate and complete. Required materials: Mickie Ross's performance requires receipt of all requested information reasonably necessary for provision of services. Miclde Ross agrees, in a timely manner, to provide City with a comprehensive and detailed information request list, if any. 11.0 INDEPENDENT CONTRACTOR STATUS Mickie Ross is an independent contractor, and is not the City's employee. This Agreement does not create a partnership, employer -employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Mickie Ross and the City agree to the following rights consistent with an independent contractor relationship: (1) Mickie Ross has the right to perform services for others during the term hereof. (2) Mickie Ross has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. (3) Mickie Ross shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Mickie Ross. (4) Mickie Ross shall receive training if required from the City in skills necessary to perform services required by this Agreement. (5) City shall not require Mickie Ross to devote full time to performing the services required by this Agreement. (6) Mickie Ross is not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the City. 12.0 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the City for use by Mickie Ross in connection with services to be performed under this Agreement, and any and all data and information gathered by Mickie Ross, shall be held in confidence by Mickie Ross as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. 13.0 WARRANTIES Mickie Ross represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Mickie Ross shall re -perform any work not in compliance with this representation. 14.0 LIMITATION OF LIABILITY Should any of Mickie Ross's services not conform to the requirements of the City or of this Agreement, then and in that event the City shall give written notification to Mickie Ross; thereafter, (a) Mickie Ross shall either promptly re -perform such services to the City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. In no event will Mickie Ross be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the City, its directors, employees or agents. 15.0 INDEMNIFICATION Mickie Ross shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Agreement, which are caused by or which result from the negligent error, omission, or negligent act of Mickie Ross or of any person employed by Mickie Ross or under Mickie Ross's direction or control. Mickie Ross shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys' fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Mickie Ross, its agents, or employees. 16.0 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 17.0 LOCAL, STATE AND FEDERAL TAXES Mickie Ross shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The City will not do the following: (1) Withhold FICA from Mickie Ross's payments or make FICA payments on its behalf; Gol (2) Make state and/or federal unemployment compensation contributions on Mickie Ross's behalf; or (3) Withhold state or federal income tax from any of Mickie Ross's payments. 18.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Mickie Ross shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. B. In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract with a company for goods and/or services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract. The signatory executing this Agreement verifies the signatory does not boycott Israel and will not boycott Israel at any term of this Agreement 19.0 FINANCIAL INTEREST PROHIBITED Mickie Ross covenants and represents that Mickie Ross will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 20.0 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act on its behalf with regard to this Agreement: Katie Baker, PLA, ASLA Manager -Parks Development City of Round Rock 301 West Bagdad, Suite 250 Round Rock, TX 78664 21.0 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. 7 Notice to Micide Ross: Mickie Ross 1264 South Church Street Georgetown, TX 78626 Notice to City: City Manager, City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Mickie Ross. 22.0 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 23.0 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 24.0 DISPUTE RESOLUTION The City and Mickie Ross hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. N. 25.0 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 26.0 STANDARD OF CARE Mickie Ross represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed by Mickie Ross in a manner acceptable to the City and according to generally accepted business practices. 27.0 GRATUITIES AND BRIBES City, may by written notice to Mickie Ross, cancel this Agreement without incurring any liability to Mickie Ross if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Mickie Ross or its agents or representatives to any City Officer, employee or elected representative with respect to the performance of this Agreement. In addition, Mickie Ross may be subject to penalties stated in Title 8 of the Texas Penal Code. 28.0 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure an anticipatory repudiation of this Agreement. 29.0 MISCELLANEOUS PROVISIONS Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance G1 under this Agreement by the parties Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide Mickie Ross with one fully executed original. [Signatures on the following page:] 10 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, By: (/ I6G(/1/1,t Printed m Title: Date Signed: - For City, Attest: i is �►��ASara L. White, City Clerk t►�i�►��r.. For City, Ap roved as to Form: �4'14z;120A Stepp L. Sheets, City Attorney 11 Micide Ross Printed Name: 12 Title: S Date Signed: 3 G 2Dm Exhibit "A" Scope of Services Katie Baker, PLA, ASLA Parks and Recreation City of Round Rock 301 West Bagdad, Ste. 250 Round Rock, Texas 78664 RE: Proposal for Professional Services Agreement for Heritage Trail West Ms. Baker: I am pleased to submit my proposal for professional services related to the above referenced project. My proposal is to provide interpretive content for the fabrication of signageialong Heritage Trail West, spanning from Chisholm Trail Road to Mays Street. Below is a specific list of, my proposed Scope of Services and Basis for Compensation. SCOPE OF SERVICES A. Research of Round Rock History a. Conduct interviews with long-time residents with strong family ties to Round Rock b. Research publications, translated oral histories, and various other sources c. Determine appropriate interpretive material to provide the most accurate history of Round Rock d. Gather relevant photos and historical graphics to be used on interpretive signs e. Write and design interpretive signage for entirety of trail, subject to City approval. SCHEDULE OF SERVICES Work will start immediately on this project and will be concluded by June 30, 2021. FEE SCHEDULE I propose to provide the above -described Scope of Services on a lump sum basis as listed below. A. Interpretive Sign preparation —Heritage Trail West $10,000.00 The lump sum amounts proposed above are based on personnel time required to perform the described Scope of Services. Thank you for the opportunity to provide this proposal. Offered By: Mickie Ross ! ROUND ROCK TEXAS City of Round Rock Agenda Item Summary Agenda Number: Title: Consider executing an Agreement for Personal Services with Mickie Ross for Interpretive Signage for the Heritage Trail West Project. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 3/19/2021 Dept Director: Rick Atkins, Director Cost: $10,000.00 Indexes: 2017 General Obligation Bonds Attachments: Round Rock Contract 03012021, LAF for a personal services agreement with Mickie Ross Department: Parks and Recreation Department Text of Legislative File CM-2021-074 Interpretation is a key part of the Heritage Trail West project. In an effort to interpret the appropriate iten PARD has decided to contract with local historian Mickie Ross. Mickie has worked with the Williamson County Historical Commission for some time and is passionate about the history of Round Rock. She w meet with and interview local legends, families with significant histories in Round Rock, and other histori to determine the significant moments in Round Rock history. After conducting the interviews and resear she will gather photos/graphics and write and design the interpretive signage for the trail. The Heritage Trail project includes a 10' wide trail detailing the history of Round Rock as a timeline. The project spans from the Bathing Beach at Chisholm Trail Road to Mays Street and include improvements Bathing Beach Park, Chisholm Trail Crossing Park, and Memorial Park. The programmatic elements of project will include historical, educational, arts & cultural, and general park elements. All elements enco community events and development revitalization along the corridor. Cost: $10,000.00 Source of Funds: 2017 General Obligation Funds City of Round Rock Page 1 of 1